Key Strategic Decisions Made

Schroders PLC
18 January 2000



                                SCHRODERS PLC
                                -------------

                   SCHRODERS MAKES KEY STRATEGIC DECISIONS


       Schroders plc to focus on asset management and private banking
                                      
       Investment banking to merge with Salomon Smith Barney worldwide


The  Board of Schroders plc has taken key decisions in relation to the future
of  its  investment banking and asset management businesses.  The  object  of
these decisions is to allow each business to realise its full potential.   In
future Schroders plc will focus on asset management and private banking.  The
investment  banking  business  will merge with  Salomon  Smith  Barney.   The
increased  resources realised within Schroders plc will  be  applied  to  the
development  of  the asset management business and to enable shareholders  to
realise part of their investment in the Group.

Salomon  Smith  Barney will acquire Schroders' worldwide  investment  banking
business.   It  will  pay  a consideration of approximately  £1,350  million,
representing  a premium of £550 million to the estimated net assets  of  £800
million  at  31st  December 1999.  The pre-tax profits  attributable  to  the
assets  to be transferred for the year ended 31st December 1999 are estimated
to have been £110 million, before the release of Asian debt provisions.

The transaction, which is expected to be completed by May 2000, is subject to
regulatory  approvals  and  satisfaction of all necessary  prior  conditions.
Based  on the above net assets it is proposed that approximately £900 million
will  be paid out directly to the shareholders of Schroders plc, representing
300p  per  share  payable  in  cash or loan notes;  a  share  alternative  in
Citigroup Inc. stock will be available for approximately 50 per cent. of  the
consideration. The retained proceeds of the transaction after the amount paid
to  shareholders  are  expected  to be £450 million.  The  Group  will  incur
substantial  costs  in implementing the new strategy.  These,  together  with
various  costs  associated with the transaction,  will  be  included  in  the
accounts for the year ending 31st December 2000.

Sir  Win  Bischoff,  Chairman of Schroders plc, will be  joining  the  merged
investment bank.

Peter  Sedgwick,  currently Deputy Chairman, will be  appointed  Chairman  of
Schroders  plc  and  David  Salisbury will  become  Chief  Executive.   Peter
Sedgwick  was Chief Executive of Schroder Investment Management ('SIM')  from
1984 to 1995 and David Salisbury, currently Chairman of SIM, was head of  its
international business during the same period.  This management team thus re-
establishes a partnership which has overseen much of the growth of Schroders'
international  asset  management business over the last  fifteen  years.   In
addition Nick MacAndrew will continue as Chief Financial Officer of Schroders
plc.

Sir  Win  will  be appointed Chairman Citigroup Europe and a  member  of  the
Management  Committee of Citigroup and Will Samuel, currently Group  Managing
Director  -  Investment  Banking,  will be Co-Chief  Executive  of  Schroders
Salomon  Smith Barney, the name under which the merged investment  bank  will
trade in Europe.


The future business of Schroders plc

Schroders is already one of the world's leading asset management and  private
banking  groups with over US$200 billion under management and  operations  in
twenty-three countries.  By focusing on these activities the Group expects to
enhance its position and broaden its range of activities.

A  significant portion of the proceeds of the sale of the Group's  investment
banking  arm  will  be reinvested in expanding the Group's institutional  and
unit  trust/mutual fund businesses, both through recruitment and  potentially
through  in-fill  acquisitions.  This investment  will  emphasise  Schroders'
unique  strengths as a manager with extensive local presence  and  specialist
expertise  around  the  world, as well as in the  management  of  global  and
traditional  balanced mandates.  The Group will also utilise the strength  of
its existing mutual fund businesses as a platform for expansion in retail and
defined contribution pension markets.

With  Schroder  Ventures, the Group has developed one of the world's  leading
private  equity  groups  over  the last 15 years.   The  Group's  alternative
investment   activities  also  include  real  estate  asset  management   and
structured  investments.  These activities will be broadened to  enhance  the
alternative  investment capability of the Group, with a new initiative  being
launched in the field of absolute return products.

The  Group's  private  banking business will become a separate  division  and
private  client asset management and lending and advisory activities will  be
significantly expanded.

The  Group  will  commit a portion of its capital to co-investment  alongside
clients.

Commenting on these changes, Peter Sedgwick, Chairman-designate of  Schroders
plc, said:

'Schroders  is  a premier league asset management company and  these  changes
will  strengthen our resources in a manner which we hope will be welcomed  by
both clients and consultants.'


The merged investment bank

Schroders has an outstanding reputation in investment banking, especially  in
Europe  and Asia.   However, for some time the Board has been conscious  that
further  development  in  North America would be required  to  enable  it  to
achieve  its  potential  on  a global basis and  that  this  might  entail  a
partnership with a US institution.

In  1999  Salomon  Smith Barney was the second largest  US  based  investment
banking  firm  as  measured by profits and third in  revenues,  with  leading
positions  globally in all major product and service categories from  M&A  to
fixed  income  trading and underwriting, equity trading and underwriting  and
research.

The  combination of Schroders' investment bank with Salomon Smith Barney will
create  an international force of formidable competitive strength.  In  terms
of  geographical  balance, product range and sector  coverage,  the  combined
business will be one of the world's foremost investment banks.

The  restructuring  of  the  combined investment  banking  business  will  be
undertaken  by  Salomon Smith Barney and costs of retention and restructuring
will be borne by Salomon Smith Barney.  The rights of employees will be fully
safeguarded.

Commenting  on the transaction, Sir Win Bischoff, Chairman of Schroders  plc,
said:

'Whilst  leaving  Schroders  will be a change  for  myself  and  many  of  my
colleagues,  we  are all very much looking forward to joining  Salomon  Smith
Barney to help create a world class investment bank.  Together we will  be  a
powerful  combination and we are convinced that the merger  is  in  the  best
interests of our clients, shareholders and staff.  Meanwhile, Schroders  will
have a wonderful opportunity to build on its success in asset management.'

In  a separate announcement in London today, Michael Carpenter, Chairman  and
Chief Executive of Salomon Smith Barney, said:

'While  Salomon  Smith  Barney  has  grown its  European  investment  banking
business rapidly in recent years (65 per cent. revenue growth in 1999) and we
are  very  pleased with the progress of our franchise, there is still  a  gap
versus our major US based competitors.  The merger with Schroders' investment
banking  business, with its strong client relationships and excellent  staff,
will  close  that  gap  and position us together to  be  the  premier  global
corporate  and  investment bank.  For Schroders' clients, the  merger  brings
dramatically  enhanced capability in advisory services in the USA,  Asia  and
Latin  America  and unparalleled capital raising capability in fixed  income,
loans and equities throughout the world.'


Profit estimate

The  pre-tax profits of Schroders for the year ended 31st December  1999  are
estimated  to be approximately £300 million before the release of Asian  debt
provisions.


The Schroder family

The  Schroder family's support for the Schroder businesses has been a key  to
their  success.  The family fully endorses the steps proposed  to  strengthen
the   prospects  of  each  business  and  is  committed  to  maintaining  the
independence of Schroders plc.

In  support of the transaction, Mr. B.L. Schroder personally and the trustees
of  the Schroder family settlements have irrevocably committed, in respect of
shares representing 47.6 per cent. of the ordinary share capital, to vote  in
favour of the ordinary resolution required to approve the option arrangements
referred to below.


Timetable and shareholder approvals

The arrangements for effecting this transaction will be set out in detail  in
documentation to shareholders and will include a scheme of arrangement  which
will  be  subject  to  the  approval  of  ordinary  and  non-voting  ordinary
shareholders.   In  addition, Salomon Smith Barney  and  Schroders  plc  have
entered into option arrangements which, if exercised, will mean that (subject
to  appropriate regulatory approvals and an ordinary resolution of  Schroders
plc  shareholders)  Salomon Smith Barney will acquire the Investment  Banking
business  from  Schroders plc if, for any reason, the scheme  of  arrangement
should not proceed.

The expected timetable is as follows:-

     Formal documentation despatched to shareholders:       March 2000

     Extraordinary General Meeting and court meetings:      March/April 2000

     Court hearings to approve arrangements:                April/May 2000
     Completion of transaction:                             April/May 2000


Schroders  is being advised by Lazard and The Beacon Group Capital  Services,
LLC.

18th January 2000


Press enquiries

     Sir Win Bischoff                             Tel: [phone]
     Mr David Salisbury                           Tel: [phone]


Note to Editors:

Photography accompanying this release will be available later today in the PR
Newswire Folder of the Press Association Bulletin Board.  For access  outside
the  UK,  photography  will  also be available on the  PR  Newswire  website:
www.prnewswire.co.uk/pictures/

A  conference  call for journalists will be held at 4.00 p.m.   Details  from
Alex  Child-Villiers  at Financial Dynamics on 020  7269  7153.   An  analyst
presentation will be given at 5.00 p.m. at Schroder Investment Management, 31
Gresham Street, London EC2.

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